CALGARY,
AB, Oct. 5, 2023 /CNW/ - TransAlta Corporation
("TransAlta" or the "Company") (TSX: TA) (NYSE: TAC) and TransAlta
Renewables Inc. ("RNW") (TSX: RNW) are pleased to announce the
completion of the acquisition of RNW by TransAlta pursuant to the
terms of the previously announced arrangement agreement between the
parties (the "Arrangement"). Under the Arrangement, TransAlta
acquired all of the outstanding common shares of RNW (each, a "RNW
Share") not already owned, directly or indirectly, by TransAlta and
certain of its affiliates, resulting in RNW becoming a wholly owned
subsidiary of TransAlta.
"The closing of the acquisition of TransAlta Renewables
represents a key milestone for TransAlta with our simplified and
unified corporate structure positioning the Company well for future
success," said John Kousinioris,
President and Chief Executive Officer of TransAlta. "The combined
company will unify our assets, capital, and capabilities to enhance
cash flow predictability while enhancing our ability to realize
future growth."
The RNW Shares will be delisted from the Toronto Stock Exchange
and RNW will submit an application to cease to be a reporting
issuer in each of the provinces of Canada under National Policy 11-206 Process
for Cease to be a Reporting Issuer Applications promptly upon
the delisting of the RNW Shares. Common shares of TransAlta (the
"TransAlta Shares") will continue to trade on both the New York
Stock Exchange and the Toronto Stock Exchange under the symbols
"TAC" and "TA", respectively.
As a result of the Arrangement, certain RNW directors have
resigned, and TransAlta has appointed two of its employees to serve
on the board of directors of RNW.
Results of RNW Shareholders Election
Prior to the Arrangement, TransAlta and its affiliates
collectively held 160,398,217 RNW Shares, representing 60.1% of the
issued and outstanding RNW Shares, with the remaining 106,510,884
RNW Shares held by RNW Shareholders other than TransAlta and its
affiliates.
The Arrangement was approved by RNW shareholders (the "RNW
Shareholders") at a special meeting of shareholders held on
September 26, 2023, and by the Court
of King's Bench of Alberta on
October 4, 2023. Under the
Arrangement, the maximum aggregate amount of cash payable to
holders of RNW Shares is $800 million
and the maximum aggregate number of TransAlta Shares issuable to
RNW Shareholders is 46,441,779 (excluding any TransAlta Shares
issuable in connection with the settlement of deferred share units
of RNW). Pursuant to the Arrangement, RNW Shareholders had the
option to receive (i) 1.0337 TransAlta Shares; or (ii) $13.00 in cash, subject to the terms and
conditions of the Arrangement, including pro-rationing.
RNW Shareholders holding 69,707,018 RNW Shares elected (or were
deemed to have elected) to receive an aggregate of 72,056,140
TransAlta Shares as consideration and will receive 46,441,764
TransAlta Shares following pro-rationing; whereas RNW Shareholders
holding 36,758,506 RNW Shares elected to receive aggregate cash
consideration of $477,860,578 and
this will be increased to approximately $800
million following pro rationing.
The closing price of a TransAlta Share on the Toronto Stock
Exchange on the last trading day prior to the completion of the
Arrangement was $12.01 per share.
Section 85 Election
TransAlta has agreed, in
accordance with the procedures and within the time limits set out
in the plan of arrangement, to make a joint election (a "Joint Tax
Election") under subsection 85(1) or subsection 85(2) of the
Income Tax Act (Canada)
(and any similar provision of any applicable provincial tax
legislation) with eligible RNW Shareholders who dispose of RNW
Shares in exchange for consideration that includes TransAlta
Shares. For more information concerning the Joint Tax Election,
please refer to the Management Information Circular (the
"Circular") that was filed and provided to RNW Shareholders in
connection with the Arrangement (see the discussion in the Circular
under the heading, Certain Canadian Federal Income Tax
Considerations - Joint Tax Election). The Circular can be found
at
https://transaltarenewables.com/wp-content/uploads/sites/2/2023/08/TransAlta-Renewables-Transaction-Management-Information-Circular.pdf.
Eligible RNW Shareholders who wish to make a Joint Tax Election
must submit the information and complete the documentation made
available on TransAlta's website at
www.transalta.com/RNWacquisition. Upon receipt of a completed Joint
Tax Election from TransAlta, the electing shareholder must sign the
Joint Tax Election form and submit the signed form to the relevant
tax authorities within the time limits prescribed by the relevant
tax legislation. The Joint Tax Elections are required to be
submitted to TransAlta on or before January
3, 2024. Eligible RNW Shareholders considering making a
Joint Tax Election should consult their investment and tax
advisors. Additional information can be found at
www.transalta.com/RNWacquisition.
About TransAlta Corporation
TransAlta owns,
operates and develops a diverse fleet of electrical power
generation assets in Canada,
the United States and Australia with a focus on long-term
shareholder value. TransAlta provides municipalities, medium and
large industries, businesses and utility customers with clean,
affordable, energy efficient and reliable power. Today, TransAlta
is one of Canada's largest
producers of wind power and Alberta's largest producer of hydro-electric
power. For over 111 years, TransAlta has been a responsible
operator and a proud member of the communities where we operate and
where our employees work and live. TransAlta aligns its corporate
goals with the UN Sustainable Development Goals and its climate
change strategy with CDP (formerly Climate Disclosure Project) and
the Task Force on Climate-related Financial Disclosures (TCFD)
recommendations. TransAlta has achieved a 68 per cent reduction in
GHG emissions or 22 million tonnes since 2015 and has received
scores of A- from CDP and AA from MSCI.
TransAlta was incorporated under the Canada Business
Corporations Act. Its head office is located at 1400, 1100 1st
Street S.E., Calgary, Alberta T2G
1B1. RNW's head office is located at 1400, 1100 – 1st Street S.E.
Calgary, Alberta T2G 1B1.
For more information about TransAlta, visit our website at
transalta.com.
Cautionary Statement Regarding Forward-Looking
Information
This news release contains
"forward-looking information", within the meaning of applicable
Canadian securities laws. In some cases, forward-looking statements
can be identified by terminology such as "plans", "expects",
"proposed", "will", "anticipates", "develop", "continue", and
similar expressions suggesting future events or future performance.
In particular, this news release contains, without limitation,
statements pertaining to the benefits of the Arrangement and the
post-closing RNW filings and the timing thereof. The
forward-looking statements contained in this news release are based
on many assumptions and are subject to a number of significant
risks, uncertainties and assumptions that could cause actual plans,
performance, results or outcomes to differ materially from current
expectations. Factors that may adversely impact what is expressed
or implied by forward-looking statements contained in this news
release include, but are not limited to risks and uncertainties
discussed in the Company's materials filed with the securities
regulatory authorities from time to time and as also set forth in
the Company's and TransAlta's MD&A and Annual Information Form
for the year ended December 31, 2022.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect the Company's
expectations only as of the date of this news release. The Company
disclaims any intention or obligation to update or revise these
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
Note: All financial figures are in Canadian dollars unless
otherwise indicated.
This press release includes information required under section
3.1 of National Instrument 62-103 The Early Warning System and
Related Take-Over Bid and Insider Reporting Issues. An early
warning report will be filed on RNW's SEDAR+ profile within two
days of the closing of the Arrangement. A copy of the early warning
report can be obtained from RNW's SEDAR+ profile at
www.sedarplus.ca or by contacting TransAlta's Investor Relations
team at 1-800-387-3598.
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SOURCE TransAlta Corporation